Mr. Xiaodi Jin reports

TRANSITION OPPORTUNITIES CORP. ANNOUNCES TERMINATION OF PROPOSED QUALIFYING TRANSACTION WITH SMAC DEV PTY LTD.

The share exchange agreement dated April 7, 2026, among Transition Opportunities Corp., SMAC Dev Pty. Ltd. and the shareholders of SMAC has been terminated. As a result, the proposed acquisition of SMAC by the company, which was intended to constitute the company's qualifying transaction under TSX Venture Exchange Policy 2.4, Capital Pool Companies, will not proceed.

Termination of the definitive agreement

SMAC delivered notice terminating the definitive agreement, effective Oct. 7, 2026, under a provision of the definitive agreement that permits either party to terminate it if the proposed transaction has not been completed by the outside date agreed by the parties. The outside date, as extended by the parties, was Sept. 30, 2026.

No termination fee or break fee is payable by either party in connection with the termination of the definitive agreement.

Withdrawal of preliminary prospectus

In connection with the proposed transaction, the company filed a preliminary long form non-offering prospectus dated July 7, 2026, with the securities regulatory authorities in Alberta, British Columbia, Ontario and Saskatchewan, for which a receipt was issued on July 8, 2026. As the proposed transaction will not proceed, the company will not proceed with the preliminary prospectus and will not file a final prospectus. Investors should not rely on the preliminary prospectus, or on the information concerning SMAC or the proposed transaction contained in it, or in the company's news releases dated Oct. 22, 2025, and April 7, 2026.

Trading in the company's shares

Trading in the common shares of the company has been halted since Oct. 22, 2025, when the proposed transaction was first announced. The company intends to apply to the exchange for the resumption of trading. Trading will resume only upon acceptance by the exchange.

Next steps

The company remains a capital pool company under Policy 2.4. It has not commenced operations and has no assets other than cash. The company will continue to identify and evaluate other assets or businesses with a view to completing a qualifying transaction. As at Aug. 31, 2026, the company had working capital of approximately $477,000. Any future qualifying transaction will be subject to the acceptance of the exchange and, if applicable, shareholder approval.

About Transition Opportunities Corp.

Transition is incorporated under the Business Corporations Act (Alberta) and is a capital pool company within the meaning of the policies of the exchange. Transition has not commenced operations and has no assets other than cash. Transition's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction under Policy 2.4.

We seek Safe Harbor.